Common use of Payment Priority Clause in Contracts

Payment Priority. Each Guarantor agrees, and the Secured Parties by their acceptance of the Secured Debt Documents (whether upon the “closing date” thereof or upon transfer or assignment) likewise covenant and agree, notwithstanding anything to the contrary contained in any of the Secured Debt Documents, and whether or not any Insolvency or Liquidation Proceeding shall have been commenced by or against the Issuer, any Guarantor or any other Obligor, that, until the Discharge of Superpriority Secured Obligations, (a) the payment of, or in respect of, any and all of the Secured Obligations from any such Guarantor shall be made in accordance with the Applicable Waterfall and (b) any Collateral or proceeds thereof received by any Secured Party (i) shall be delivered to the Applicable Collateral Representative to be held as Collateral for, or applied to, the Secured Obligations in accordance with this Agreement and (ii) in connection with the exercise of any right or remedy (including the right of setoff) relating to the Collateral or otherwise in violation of this Agreement, shall be segregated and held in trust and shall be paid over to a Collateral Agent for the benefit of the Secured Parties in accordance with the provisions of this Agreement in the same form as received; provided, that the foregoing shall not apply to (a) any proceeds received by any Secured Party as a result of any voluntary or involuntary bankruptcy case or proceeding of the Parent Guarantor or any of its Subsidiaries (i) that are not proceeds of Collateral, or (ii) that constitute Plan Distributions, (b) any Interest Protection Payments and (c) at any time prior to a Remedies Direction, any amounts that the Obligors pay in respect of amounts due and payable under the AerCap Secured Obligations other than through the Payment Waterfalls. Without limiting the generality of the foregoing, each Obligor and the Secured Parties further covenant and agree that except as otherwise expressly set forth in Article 6 (including Section 6.03), any payment that is received by a Secured Party in contravention of the foregoing shall be held in trust for the Secured Parties and promptly paid or delivered (with any necessary endorsement) directly to the applicable Collateral Agent for application in accordance with the Applicable Waterfall. Each Superpriority Secured Party, whether such Superpriority Secured Obligations are now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Superpriority Secured Obligations in reliance upon the provisions contained in this Agreement.

Payment Priority. Each Guarantor agrees, and the Secured Parties by their acceptance of the Secured Debt Documents (whether upon the “closing date” thereof or upon transfer or assignment) likewise covenant and agree, notwithstanding anything to the contrary contained in any of the Secured Debt Documents, and whether or not any Insolvency or Liquidation Proceeding shall have been commenced by or against the Issuer, any Guarantor or any other Obligor, that, until the Discharge of Superpriority Secured Obligations, (a) that the payment of, or in respect of, any and all of the Secured Obligations from any such Guarantor shall be made in accordance with the Applicable Waterfall and (b) any Collateral or proceeds thereof received by any Waterfall, until the Discharge of First Priority Secured Party (i) shall be delivered to the Applicable Collateral Representative to be held as Collateral forObligations, or applied to, the Secured Obligations in accordance with this Agreement and (ii) in connection with the exercise of any right or remedy (including the right of setoff) relating to the Collateral or otherwise in violation of this Agreement, shall be segregated and held in trust and shall be paid over to a Collateral Agent for the benefit of the Secured Parties in accordance with the provisions of this Agreement in the same form as received; provided, that the foregoing shall not apply to other than (a) any proceeds received by any Notes Secured Party as a result of any voluntary or involuntary bankruptcy case or proceeding of the Parent Guarantor or any of its Subsidiaries (i) that are not proceeds of Collateral, or (ii) that constitute Plan Distributions, (b) any Interest Protection Payments and (c) at any time prior to a Remedies Direction, any amounts that the Obligors pay in respect of amounts due and payable under the AerCap Secured Obligations other than through the Payment Waterfalls. Without limiting the generality of the foregoing, each Obligor and the Secured Parties further covenant and agree that except as otherwise expressly set forth in Article 6 (including Section 6.03), any payment that is received by a Secured Party in contravention of the foregoing shall be held in trust for the Secured Parties and promptly paid or delivered (with any necessary endorsement) directly to the applicable Collateral Agent for application in accordance with the Applicable Waterfall. Each Superpriority First Priority Secured Party, whether such Superpriority First Priority Secured Obligations are now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Superpriority First Priority Secured Obligations in reliance upon the provisions contained in this Agreement.